5 unchanged sentences
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.
−Removed: Our management, with the participation of our principal executive officer and principal financial and accounting officer, assessed the effectiveness of our internal control over financial reporting (ICFR) as of December 31, 2023.
+Added: Our management, with the participation of our principal executive officer and principal financial and accounting officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.
This evaluation was based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
7 unchanged sentences
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
−Removed: Pursuant to Paragraph (3) of the General Instructions to Form 10-K, certain of the information required by Part III of this Form 10-K is incorporated by reference from our Proxy Statement as set forth below.
+Added: Pursuant to Paragraph (3) of the General Instructions to Form 10-K, certain of the information required by Part III of this Annual Report on Form 10-K is incorporated by reference from our Proxy Statement as set forth below.
The Proxy Statement is expected to be filed within 120 days of December 31, 2024.
2 unchanged sentences
1 — Election of Class II Directors — Nominees for Class II Directors” and is incorporated herein by reference.
−Removed: Information with respect to our executive officers appears in Part I, Item 1 — “Information about our Executive Officers” of this Form 10-K.
+Added: Information with respect to our executive officers appears in Part I, Item 1 — “Information about our Executive Officers” of this Annual Report on Form 10-K.
With regard to the information required by this item regarding compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement, and such disclosure, if any, is incorporated herein by reference.
5 unchanged sentences
If we make any substantive amendments to our Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our Chief Executive Officer or Chief Financial Officer, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.
+Added: We have adopted an Insider Trading and Disclosure Policy (filed as Exhibit 19.01 to this Annual Report on Form 10-K) governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees.
+Added: We also follow procedures for our repurchase of our securities.
+Added: We believe that our Insider Trading and Disclosure Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations and the Nasdaq listing standards applicable to us.
Executive Compensation.
11 unchanged sentences
(1) Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firms
−Removed: The following documents are included as Part II, Item 8 of this Form 10-K:
+Added: The following documents are included as Part II, Item 8 of this Annual Report on Form 10-K:
Reports of BPM LLP, Independent Registered Public Accounting Firm (PCAOB ID:
5 unchanged sentences
(2) Financial Statement Schedules
−Removed: All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.
+Added: All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Annual Report on Form 10-K.
(3) Exhibits required by Item 601 of Regulation S-K
6 unchanged sentences
Provided Herewith
−Removed: Third Amended and Restated Certificate of Incorporation of PDF Solutions, Inc.
+Added: Equity Purchase Agreement, dated as of February 19, 2025, by and among PDF Solutions, Inc., SecureWise LLC and Telit IOT Solutions Inc.
+Added: Third Amended and Restated Certificate of Incorporation of PDF Solutions, Inc., and Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of PDF Solutions, Inc.
Amended and Restated Bylaws of PDF Solutions, Inc.
6 unchanged sentences
PDF Solutions, Inc.
−Removed: 2021 Employee Stock Purchase Plan *
+Added: First Amended and Restated 2021 Employee Stock Purchase Plan *
PDF Solutions, Inc.
−Removed: Eighth Amended and Restated 2011 Stock Incentive Plan *
+Added: Ninth Amended and Restated 2011 Stock Incentive Plan*
Form of Stock Option Agreement (Non-statutory) under PDF Solutions, Inc.
28 unchanged sentences
dated July 29, 2020+
+Added: Insider Trading and Disclosure Policy
Subsidiaries of Registrant
58 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.